Sequans’ 6-K flags upcoming equity and convertible note issuance

Rhea-AI Filing Summary

Sequans Communications S.A. (SQNS) has furnished a Form 6-K to the U.S. SEC. The filing, dated 20 June 2025, states that on 23 June 2025 the company issued a press release announcing it had signed definitive agreements to issue equity and convertible debt in concurrent private placements. The press release is provided as Exhibit 99.1 and is incorporated by reference into numerous effective registration statements, including multiple Form S-8 and two Form F-3 shelves. The document contains no financial statements, proceeds amounts or pricing terms. The submission was signed by Chief Financial Officer Deborah Choate.

The filing therefore serves solely to place the related financing announcement into the company’s U.S. disclosure record and to make it automatically available for prospectus incorporation.

Insights

Capital-Markets Analyst

TL;DR – Routine 6-K furnishes notice of upcoming equity & convertible debt issuance; no detail on size or terms, impact cannot yet be gauged.

This 6-K is an administrative filing that alerts investors to Sequans’ execution of definitive agreements for concurrent private placements of equity and convertible notes. Because the exhibit is not provided here, we do not know the dollar amount, conversion price, coupon, or expected closing date, making it impossible to assess dilution or balance-sheet effect. The filing does, however, confirm financing access and that the securities will be automatically incorporated into existing shelf and employee stock-plan registrations, suggesting management intends to expedite settlement once customary conditions are met. Until financial specifics are disclosed, the market impact should be considered neutral.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of June 2025

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.  

The information in this report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914 and 333-266481) and Form F-3 (File Nos. 333-255865 and 333-271884).

EXPLANATORY NOTE

On June 23, 2025, Sequans Communications S.A. issued a press release announcing the signing of definitive agreements for the issuance of equity and convertible debt in concurrent private placements. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:

Exhibit			Description
99.1			Press release dated June 23, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEQUANS COMMUNICATIONS S.A. (Registrant)

Date: June 20, 2025

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

FAQ

What did Sequans Communications (SQNS) announce in its June 2025 Form 6-K?

It furnished a press release stating that it signed definitive agreements to issue equity and convertible debt in concurrent private placements.

Does the Form 6-K specify the amount of equity or convertible debt Sequans will issue?

No. The filing does not provide dollar amounts, pricing, or any other financial terms.

Which exhibit contains the press release about Sequans’ financing agreements?

Exhibit 99.1, dated 23 June 2025, contains the press release detailing the agreements.

Who signed the Form 6-K on behalf of Sequans Communications?

Chief Financial Officer Deborah Choate signed the document on 20 June 2025.

Are the new securities automatically incorporated into Sequans’ existing registration statements?

Yes. The Form 6-K states it is incorporated by reference into multiple Form S-8 and Form F-3 registration statements.